As though we needed another reason to be disgusted with corporate governance in the United States, here's a gem from The Wall Street Journal (subscription required): "So far this year, 46 outside directors who are CEOs or chief financial officers left the boards of 42 companies in three struggling industries -- financial services, retail and residential construction -- concludes an analysis for The Wall Street Journal by Corporate Library in Portland, Maine."

Directors at companies like Ford (NYSE: F), General Motors (NYSE: GM), Sprint Nextel (NYSE: S), and American International Group (NYSE: AIG) have been resigning, citing the huge amount of time required to be a director at a company faces extinction.

Oh where to begin. First of all, isn't it a little bit messed up to go along collecting a salary in the $150,000 per year range (which is what GM directors are paid) to go to a few meetings a year when times are good, and then head for the hills when the going gets tough? Isn't that like working for ten years as a security guard at a posh country club without incident and then calling in your resignation at the first sight of a burglar?

Dateline, January 3, 2007: Bob Nardelli steps down as CEO at Home Depot (NYSE: HD). In leaving, Nardelli, who had been at the head of Home Depot for six years, scooped up a severance package valued at about $210 million, kindly tipped his hat, and slid his resume across the desks of Chrysler. Does this make the man an opportunistic corporate blood sucker, an overcompensated leadership figurehead, or just plain shrewd? My answer to that question would be, none of the above.

When trying to judge the departure of Robert Nardelli relative to his compensation and performance, two things need to be considered right on the front end. First, our jealousy factor must be removed from the equation. Second, we need to remember that compensation packages at this level are negotiated on the front end. Bob Nardelli didn't "get away" with anything. He executed the terms of an employment contract, plain and simple. How many of the ambitious persons reading this blog wouldn't have done exactly the same when given the same circumstances?

Most of the negative sentiment surrounding Nardelli's well-heeled departure emanated from shareholders who were hurt by a slow yet significant decline in HD's share value. But the fact is that within the past four years of Nardelli's tenure, HD's shares provided more consistent performance than the four years prior. Granted, investor's haven't seen Home Depot shares approach the past high of nearly $70, but in light of today's economy they probably won't see anything like that in the near future, and that's certainly not Nardelli's fault.

Warren Buffett has said that you should never ask a barber if you need a haircut. But if a barber tells you that you don't need a haircut, that probably means you really don't need one.

And while most people would agree that top executives at publicly traded companies are overpaid, we now have all the evidence we need to end this debate: They think they're overpaid too! A survey of 70 presidents and chief executives conducted by the National Association of Corporate Directors found that 2 out of 3 top executives thought chiefs were given high compensation relative to their performance. Only 2.2% thought the pay was too low!

It's time for corporate directors to be taken out to the woodshed. They have failed mightily in their duty to shareholders. They're supposed to be representing our interests, but instead serve as lapdogs, paying CEOs amounts of money that they themselves consider obscene!

Some have attempted to frame this as a populist issue, pointing to the fact that the gap between the rich and poor has reached its widest point in 60 years. But I'm more concerned about it as a corporate governance issue. Directors are pretty obviously wasting shareholders' resources on excessive compensation, and it needs to stop.

Microsoft Corp.'s (NASDAQ: MSFT) CEO, Steve Ballmer, received what could be considered a mere pittance of a paycheck for the world's largest software company in its most recent fiscal year. In Microsoft's 2007 fiscal period, profit at the company rose about $14 billion on over $50 billion in sales. Ballmer's pay for leading the company during that period? $1.3 million.

Yes, in a salary that would make most hedge fund managers wince, Ballmer scored a $620,000 in salary and another $650,000 in bonus pay. While stock options are generally the most prudent way to pay some executives these days (to the tune of tens of millions of shares), the tiny pay Ballmer received sounds like a mistake until once reads that it is true.

In perfect employee fashion, Microsoft also matched Ballmer's 401k contributions with $6,750 in matching funds as well as spending $3,000 on life insurance and athletic club memberships for the CEO. Even a billion-dollar paycheck would be a bargain for a company whose profit reached $14 billion in the latest fiscal year, although Ballmer received a fraction of that amount.

Now, why Microsoft shares has hovered in la-la-land during one of the most profitable years in the company's 30-year history is the largest question mark. My guess? Google, Inc. (NASDAQ: GOOG) is stealing the thunder from every tech company with its constantly expanding revenue every quarter.

Seems like Microsoft Corp. (NASDAQ: MSFT) not only has the EU as an adversary, but now the world's largest software maker can butt heads with the National Basketball Association. The head of Microsoft's China operations has left for a position with the NBA's operations in that country at a time when Ole' Softie continues to lose top talent in many key areas. Remember Google snatching away a top Microsoft China exec a few years ago?

China is a bit of a quandary for Microsoft. It's the world's largest country by population, and it's considered an emerging market for PCs as the ranks of the middle class climb. Also, though, it's home to rampant amounts of software piracy, much of which directly hits Microsoft's already-large pocketbook. Still, Tim Chen will be leaving to head the NBA's operations in that country, including Hong Kong and Taiwan. Microsoft needs to act quickly to appoint someone capable to sit atop China's fast-growing economy or it could find itself in a world of hurt.

All of these defections have to leave many of us wondering: do China-based execs employed by Microsoft not see any growth or future with the software maker? It's flattering in one way that Microsoft's China execs are apparently sought after highly, but then again, it hurts the software maker as it constantly turns over important top leadership. It's hard to argue that Chen didn't see a bigger opportunity with the NBA in terms of growth, as there are reportedly 300 million basketball players in the country, with it also being the most popular youth sport. Now, that's growth potential even the computer industry can't touch.

A number of high-profile CEOs must not have provided enough information on their compensation packages. The SEC is sending them letters asking for a little more detail. The agency has already sent out about 300 letters.

According to The Wall Street Journal, the heads of very large companies, including GE (NYSE: GE) and Coca-Cola (NYSE: KO) are being asked to provide more information about how they are paid [subscription required].

Among the things that interest the SEC is how pay consultants make calculations for corporate boards. The Journal quotes the SEC's director of corporation finance, John White, saying, "We're seeing a lot of really vague disclosure" about individual performance goals and targets.

The issue can't really be that hard to resolve, especially at very big companies. They know full well how their CEO's pay is set, who is involved, who is consulted from outside the company, and what the final comp numbers are. It is not rocket science.

It is, however, another area of friction between the SEC and big companies.

Douglas A. McIntyre is a partner at 24/7 Wall St.

As seen with the KKR IPO filing, top-tier private equity firms realize they need to –- in essence -– be quasi executive search firms. Basically, when the price tags on buyouts get to nosebleed levels, it's critical to have top notch operators.

Well, this week, private equity firm Oak Hill Capital Partners said it has retained Alan Lacy as a senior advisor to the firm. That means he will provide some high-end consulting (I'm sure at hefty billing rates) and perhaps be available for some stints at various companies.

Lacy's background is in retail, such as with Sears (NASDAQ: SHLD), Kraft and Philip Morris (NYSE: MO). In fact, perhaps his tenure at Sears is the most notable because he had to engineer a turnaround (yes, no easy feat).

So, maybe Oak Hill is thinking of doing distressed-type deals. At the least, the valuations should be a little more moderate.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

On Sunday, 60 Minutes profiled Dennis Kozlowski, former Tyco International Ltd (NYSE: TYC) head who built Tyco from nothing into one of the largest conglomerates in the US. That is not an exaggeration, that is pure fact. Now he is in jail. There is little if any evidence that Kozlowski commited any crime, but a trial held by his peers concluded to put him away. He may have gotten paid a lot of money and had a nice expense account; but illegal? No.

Yesterday, David Stockman, Reganomics wunderkind was indicted for allegedly defrauding investors while being an investor and chairman of Collins & Aikman Corporation (OTC: CKCRQ), the auto-parts maker. The unions are going after him.

In January, Home Depot Inc (NYSE: HD) canned CEO Robert Nardelli. While there were serious questions about the strategic direction of the company, supposedly the final straw came down to his compensation. He would not scale back his compensation package so he was gone. New CEO Blake has suggested the political backlash of Nardelli's pay package was too much to handle.

No matter how much you read and analyze the history of business, it always comes back to two forces: capital and labor. The 1980s and 90s were periods for capital to earn its due. With labor markets getting tighter and tighter, it is time for workers to earn their due.

This is not a coincidence that Kozlowski, Stockman and Nardelli are all in the headlines. Labor is saying it is time we run things for a while. This shift tends to go in 20 year cycles, so this is just the beginning. Portfolios need to be adjusted for labor spending and saving more money. Instead of owning Wal-Mart Stores Inc (NYSE: WMT), start looking at Tiffany & Co (NYSE: TIF).

The title reads: Hello friends! Welcome to Wal-Mart!

I posted an article on Monday January 15, addressing Wal-Mart Stores, Inc. (NYSE: WMT) and I suggested some ideas for it to consider in pursuit of future growth. I don't honestly think Wal-Mart will hear about my ideas, much less implement them but I have fun writing this stuff anyway. A motivated fellow we'll call Jack sent me some suggestions of his own. I think Jack has some good ideas so I'd like to share them with you.

Every time we write a critical post about Time Warner or Microsoft, or expose a negative fact, rumor or analysis, the refrain renews: fire the CEO! Dick Parsons, that lucky guy, gets the brunt of our readers' anger. He's screwing up Time Warner, you've told us time and time again, he should go. So say you of Microsoft's Steve Ballmer, he of the explosive personality, sweaty armpits, and billions in inexplicable operating expenses. Sometimes it's Jeff Immelt of GE, or even well-loved figures like Meg Whitman of eBay.

But usually, it's Dick. Today is no different. With 2nd quarter earnings coming out next Wednesday, and everyone wondering about the company's plans with its AOL unit, Joan Lappin from Gramercy Capital Management demands in the pages of Fortune, "Save Time Warner, Fire Parsons."

It's nothing new, but it's worth evaluating her reasons for the radical battle cry. She argues that Parsons is all about politics (in fact, he's rumored to be angling for a 2009 run for New York City mayor), a skill that helped him avoid perishing in the "shark tank" that has been Time Warner's boardroom for the past decade and earned him credit as being a "Teflon Don," but has failed miserably to maintain Time Warner's legacy as a creative, entrepreneurial culture where good managers were rewarded "generous financial incentives for producing solid earnings growth." Fire Parsons, she says, and maybe that creative culture can be revived.

I honor her passion, and agree that the creative, entrepreneurial company always wins over the political shark tank. But who, Joan, is positioned to take the helm from him? That question must be answered before anyone brings out a block and starts chopping.